Mr. Doug Ramshaw of Minera Alamos reports

MINERA ALAMOS ANNOUNCES CLOSING OF SABRE GOLD ACQUISITION

The previously announced acquisition by Minera Alamos Inc. of Sabre Gold Mines Corp. and its flagship Copperstone gold project has closed (see news release dated Oct. 28, 2024):

• Creation of a diversified North American gold producer platform: Beyond the Santana gold mine operations (Sonora, Mexico), the addition of Copperstone (Arizona) helps provide visibility to a further 150,000 ounces (oz) of annual gold production in premier mining jurisdictions in North America.
• Acquisition of past-producing Copperstone mine: Sabre's flagship asset produced a total of 514,000 oz of gold from 1987 to 1993. Along with existing infrastructure, the project contains significant additional resource ounces and is at advanced stage permitting for a near-term mine restart.
• Accelerating Copperstone back into production: Minera Alamos's in-house mine-building expertise combined with Minera Alamos's previously acquired process plant equipment will allow for significant reductions in restart time of the Copperstone mine in this very strong gold price environment.

"We are excited to have closed the Sabre transaction that provides a new development platform for our shareholders in a stable jurisdiction. The Copperstone mine provides excellent leverage to gold prices and is in keeping with our other assets in that it has robust economics at much lower and more conservative gold price scenarios," stated Doug Ramshaw, president of Minera Alamos. "Even in advance of the acquisition closing, we have had discussions with various project financing groups with regard to advancing Copperstone. With a shift toward more positive sentiment on the outlook for the Mexican mining industry in 2025, this year is expected to be a very active one for the company and we are preparing for overlapping project development work in both Mexico and Arizona."

Team

Minera Alamos is pleased to have added Louell Uy to its mining planning group. Mr. Uy has been an independent consultant for the last six years, following his work with both Teck and Rio Tinto between 2008 and 2017 in various capacities that largely centred around mine planning engineering, which will be leaned on heavily both at Santana and Cerro de Oro in Mexico, as well as at the newly acquired Copperstone mine.

In addition, Minera Alamos has begun the process of adding team members that will be exclusively focused on the Copperstone project. Garth Wilcox will be providing additional engineering, design and construction support services as the project lead for Consultec Group. Mr. Wilcox previously worked with the Minera Alamos team during the successful buildout of the El Castillo gold mine under the Castle Gold banner in 2008 to 2011.

Mill components relocation

Minera Alamos is currently reviewing transportation proposals for the movement of the processing plant (mill) equipment that is currently in storage in Val d'Or, Que., down to the Copperstone site. A full schedule for the move is expected to be finalized later this quarter.

Preliminary economic assessment (PEA) update

As part of the requirements of the securities authorities, the previous PEA report commissioned for Sabre, titled, "NI 43-101 Technical Report: Preliminary Economic Assessment for the Copperstone Project, La Paz County, Arizona, USA," by Hard Rock Consulting LLC and with an effective date of June 26, 2023, will be reissued in Minera Alamos's name. This is expected to be filed in February, 2025, and will take into account the reduced royalty load as a result of Sabre extinguishing a 1.5-per-cent net smelter return (NSR) royalty on the property (see Sabre news release dated Nov. 11, 2024) and also highlight gold price sensitivity beyond the original report as a result of the movement in gold prices since it was first published.

Stock option grant

Minera Alamos has also granted 6.2 million incentive options to new and existing employees, management, directors and consultants of the company with an exercise price of 33 cents and a term of five years. In addition, 800,000 options with an exercise price of 60 cents and a term of five years were granted to Doug Ramshaw, president of the company. All options vest immediately.

Transaction details

Pursuant to the transaction, each issued and outstanding common share of Sabre, including each Sabre share issued in connection with the debt settlement (defined below), was acquired and exchanged for 0.693 of a Minera Alamos common share, resulting in the issuance of 76,499,114 Minera Alamos shares. Prior to closing, certain related party creditors of Sabre agreed to settle approximately $9.5-million in principal and interest in exchange for an aggregate of 30,490,883 Sabre shares. For further details, see the company's news release dated Oct. 28, 2024.

In addition, the company issued an aggregate of 2,546,775 options to acquire Minera Alamos shares in exchange for the issued and outstanding options to acquire Sabre shares. The Minera options have exercise prices ranging from 26 cents to $2.02 per Minera Alamos share.

Upon completion of the transaction (including the debt settlement), existing Minera Alamos and Sabre shareholders will own approximately 86 per cent and 14 per cent of Minera Alamos, respectively.

As a condition of closing, Sabre also amended its existing gold purchase and sale agreement (GPSA) with Star Royalties Ltd. and in connection therewith Minera Alamos has agreed to grant to Star Royalties security over the Sabre shares postclosing, being consistent with the terms of the security that Star Royalties held prior to closing. Pursuant to the GPSA, Star Royalties already held security interests over substantially all of Sabre's assets, which will continue postclosing.

The Sabre shares are expected to be delisted from the Toronto Stock Exchange as of the close of trading on or around Feb. 7, 2025. Minera Alamos will now apply for Sabre to cease to be a reporting issuer under applicable Canadian securities laws.

Information regarding the procedure for exchange of Sabre shares for Minera Alamos shares is provided in Sabre's management information circular dated Dec. 3, 2024, related to the Sabre special meeting. The circular and accompanying letter of transmittal are available under Sabre's profile on SEDAR+.

The listing of the issued Minera shares remains subject to the final approval of the TSX Venture Exchange.

Settlement on financial advisory fees

Minera Alamos further announces that it has agreed to settle a payable (debt) with an arm's-length party (who was engaged by Sabre as financial adviser on the transaction) in the amount of $858,000 by the issuance of 3,118,800 common shares of the company at a deemed price of 28 cents per share. The shares issuable in connection with this debt settlement shall be subject to receipt of approval of the TSX Venture Exchange and will be subject to a statutory hold period expiring four months and one day after issuance.

Darren Koningen, PEng, Minera Alamos's chief executive officer, has reviewed and approved the scientific and technical information regarding Minera Alamos and its projects contained in this news release. Mr. Koningen is a qualified person within the meaning of Canadian Securities Administrator's National Instrument 43-101.

About Minera Alamos Inc.

Minera Alamos is a gold production and development company. The company has a portfolio of high-quality Mexican assets, including the 100-per-cent-owned Santana open-pit, heap-leach mine in Sonora that is currently going through the start-up of operations at the new Nicho Main deposit. The 100-per-cent-owned Cerro de Oro oxide gold project in northern Zacatecas has considerable past drilling and metallurgical work completed, and the proposed mining project is currently being guided through the permitting process by the company's permitting consultants. The La Fortuna open-pit gold project in Durango (100 per cent owned) has a positive, robust preliminary economic assessment (PEA) completed and the main federal permits are in place. Minera Alamos is built around its operating team that together brought three open-pit heap leach gold mines into successful production in Mexico over the last 14 years. Minera Alamos also wholly owns the Copperstone mine and associated infrastructure in La Paz country in Arizona, an advanced-development asset with a permitted plan of operations that can be developed in parallel with planned project advancements in Mexico.

The company's strategy is to develop very-low-capex assets while expanding the projects' resources and continuing to pursue complementary strategic acquisitions.

We seek Safe Harbor.